Exhibit 10.54
For Awards made after August 16,
2006
Restricted Stock Award
Terms
under the
ACE Limited 2004 Long-Term
Incentive Plan
The Participant has been granted a
Restricted Stock Award by ACE Limited (the “Company”)
under the ACE Limited 2004 Long-Term Incentive Plan (the
“Plan”). The Restricted Stock Award shall be subject to
the following Restricted Stock Award Terms:
1. Terms of Award . The
following words and phrases used in these Restricted Stock Award
Terms shall have the meanings set forth in this paragraph
1:
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(a)
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The
“Participant” is the individual recipient of the
Restricted Stock Award on the specified Grant Date.
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(b)
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The
“Grant Date” is ( Insert Date )
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(c)
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The number of
“Covered Shares” shall be that number of shares of
Stock awarded to the Participant on the Grant Date as reflected in
the corporate records and shown in the Record-Keeping System in the
Participant’s individual account records.
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Other words and phrases used in
these Restricted Stock Award Terms are defined pursuant to
paragraph 9 or elsewhere in these Restricted Stock Award
Terms.
2. Restricted Period .
Subject to the limitations of these Restricted Stock Award Terms,
the “Restricted Period” for each Installment of Covered
Shares of the Restricted Stock Award shall begin on the Grant Date
and end as described in the following schedule (but only if the
Date of Termination has not occurred before the end of the
Restricted Period):
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INSTALLMENT
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RESTRICTED
PERIOD WILL
END ON:
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1
/ 4 of
Covered Shares
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One year anniversary of the Grant
Date
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1
/ 4 of
Covered Shares
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Two year anniversary of the Grant
Date
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1
/ 4 of
Covered Shares
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Three year anniversary of the Grant
Date
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1
/ 4 of
Covered Shares
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Four year anniversary of the Grant
Date
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The Restricted Period shall end
prior to the date specified in the foregoing schedule to the extent
set forth below:
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(a)
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For
Installments as to which the Restricted Period has not ended prior
to the Date of Termination, the Restricted Period for such
Installments shall end upon the Participant’s Date of
Termination, if the Date of Termination occurs by reason of the
Participant’s death.
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(b)
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For
Installments as to which the Restricted Period has not ended prior
to the Date of Termination, the Restricted Period for such
Installments shall end upon the Participant’s Date of
Termination, if the Date of Termination occurs by reason of the
Participant’s Long-Term Disability.
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(c)
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For
Installments as to which the Restricted Period has not ended prior
to the date of a Change in Control, the Restricted Period for such
Installments shall end upon a Change in Control, provided that such
Change in Control occurs on or before the Date of
Termination.
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3. Transfer and Forfeiture of
Shares . Except as otherwise determined by the Committee in its
sole discretion, the Participant shall forfeit the Installments of
the Covered Shares as of the Participant’s Date of
Termination, if such Date of Termination occurs prior to the end of
the Restricted Period which applies to those Installments. If the
Participant’s Date of Termination has not occurred prior to
the last day of the Restricted Period with respect to any
Installment of the Covered Shares, then, at the end of such
Restricted Period, that Installment of Covered Shares shall be
transferred to the Participant free of all restrictions.
4. Withholding . All
deliveries and distributions under These Restricted Stock Award
Terms are subject to withholding of all applicable taxes. At the
election of the Participant, and subject to such rules and
limitations as may be established by the Committee from time to
time, such withholding obligations may be satisfied through the
surrender of shares of Stock which the Participant already owns, or
to which the Participant is otherwise entitled under the Plan;
provided, however, that such shares may be used to satisfy not more
than the Company’s minimum statutory withholding obligation
(based on minimum statutory withholding rates for Federal and state
tax purposes, including payroll taxes, that are applicable to such
supplemental taxable income).
5. Transferability . Except
as otherwise provided by the Committee, the Restricted Stock Award
may not be sold, assigned, transferred, pledged or otherwise
encumbered during the Restricted Period.
6. Dividends . The
Participant shall not be prevented from receiving dividends and
distributions paid on the Covered Shares of Restricted Stock merely
because those shares are subject to the restrictions imposed by
these Restricted Stock Award Terms and the Plan; provided, however
that no dividends or distributions shall be payable to or for the
benefit of the Participant with respect to record dates for such
dividends or distributions for any Covered
